Common use of NOTICES OF CERTAIN ACTIONS Clause in Contracts

NOTICES OF CERTAIN ACTIONS. In the event that the Company: (i) shall have authorized the issuance of rights or warrants to subscribe for or purchase capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is later, or of any other subscription rights or warrants to purchase capital stock to holders of any type of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is later; or (ii) shall authorize a dividend or other distribution of evidences of its indebtedness, cash or other property or assets to holders of any type of capital stock of the Company; or (iii) proposes to become a party to any consolidation or merger for which approval of any stockholders of the Company will be required, or to a conveyance or transfer of all or substantially all of the properties and assets of the Company or of any capital reorganization or reclassification or change of any type of capital stock of the Company; or (iv) commences a voluntary or involuntary dissolution, liquidation or winding up; or (v) fails to comply with the provisions of this Agreement; or (vi) proposes to take any other action which would require an adjustment pursuant to Section 9; or (vii) proposes any refinancing of the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement; or (viii) sends any notice or information to the holders of Common Stock of the Company or the Company becomes aware of any potential Change of Control; then the Company shall provide a written notice to each Holder stating (i) the date as of which the holders of record of capital stock are to be entitled to receive any such rights or warrants to subscribe for or purchase capital stock of the Company, (ii) the record date of such dividend or other distribution of evidence of its indebtedness, cash or other property or assets, (iii) the material terms of any such consolidation or merger and the expected effective date thereof, and the material terms of any such conveyance or transfer, and the date on which any such conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of capital stock will be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, conveyance, transfer, dissolution, liquidation or winding up, (iv) the nature of the lack of compliance, any corrective action taken and any rights or remedies which such lack of compliance has bestowed on the Holders, (v) a notice as is required by Section 9(f), (vi) a copy of such notice sent to the holders of Common Stock of the Company with respect to any such potential Change of Control and (vii) the material terms of any refinancing of either the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement (including delivery of the definitive credit documents to be executed in connection therewith together with any other information reasonably requested by any Holder of Warrants and/or Warrant Shares) and the expected effective date thereof. Such notice shall be given not later than ten (10) Business Days prior to the effective date (or the applicable record date, if earlier) of such event.

NOTICES OF CERTAIN ACTIONS. In the event that the Company: (i) shall have authorized the issuance of rights or warrants to subscribe for or purchase capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i11(a)(i) or the date hereof, whichever is later, or of any other subscription rights or warrants to purchase capital stock to holders of any type of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i11(a)(i) or the date hereof, whichever is later; or (ii) shall authorize a dividend or other distribution of evidences of its indebtedness, cash or other property or assets to holders of any type of capital stock of the Company; or (iii) proposes to become a party to any consolidation or merger for which approval of any stockholders Stockholders of the Company will be required, or to a conveyance or transfer of all or substantially all of the properties and assets of the Company or of any capital reorganization or reclassification or change of any type of capital stock of the Company; or (iv) commences a voluntary or involuntary dissolution, liquidation or winding up; or (v) commences the Initial Public Offering; or (vi) fails to comply with the provisions of this Agreement; or (vivii) proposes to take any other action which would require an adjustment pursuant to Section 9; or (vii) proposes any refinancing of the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement; or (viii) sends any notice or information to the holders of Common Stock of the Company or the Company becomes aware of any potential Change of ControlCompany; then the Company shall provide a written notice to each Holder stating (i) the date as of which the holders of record of capital stock are to be entitled to receive any such dividends, distributions, rights or warrants to subscribe for or purchase capital stock of the Company, (ii) the record date of such dividend or other distribution of evidence of its indebtedness, cash or other property or assets, (iii) the material terms of any such consolidation or merger and the expected effective date thereof, and the material terms of any such conveyance or transfer, and the date on which any such conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of capital stock will be entitled to exchange their shares capital stock for securities or other property, if any, deliverable upon such reclassification, conveyance, transfer, dissolution, liquidation or winding up, (iv) the material terms of the Initial Public Offering (including a copy of any prospectus, registration statement or offering statement) and the expected effective date thereof, (v) the nature of the lack of compliance, any corrective action taken and any rights or remedies which such lack of compliance has bestowed on the Holders, and (vvi) a notice as is required by Section 9(f), (vi) a copy of such notice sent to the holders of Common Stock of the Company with respect to any such potential Change of Control and (vii) the material terms of any refinancing of either the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement (including delivery of the definitive credit documents to be executed in connection therewith together with any other information reasonably requested by any Holder of Warrants and/or Warrant Shares) and the expected effective date thereof. Such notice shall be given not later than ten (10) Business Days prior to the effective date (or the applicable record date, if earlier) of such event. Notwithstanding the foregoing or any other provision herein to the contrary, the parties hereto acknowledge and agree that the Company may consummate a reorganization of its Class A Shares and Class B Shares into shares of Company Common Stock, par value $.001 per share ("NEW COMMON STOCK"), in connection with the Company becoming subject to the reporting requirements of the 1934 Act, and the Warrants, at such time, shall become the right to purchase shares of New Common Stock without any further action by any party hereto so long as such transaction shall not be a Section 11(d) Transaction.

NOTICES OF CERTAIN ACTIONS. In the event that the Company: (ia) shall have authorized the authorizes issuance to all holders of Common Stock or rights or warrants to subscribe for or purchase capital stock of any equity interest in the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is later, or of any other subscription rights Options or warrants to purchase capital stock to holders of any type of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is laterConvertible Securities; or (iib) shall authorize authorizes a dividend distribution to all holders of Common Stock or other distribution any equity interest in the Company of evidences of its indebtedness, cash or other property or assets to holders of any type of capital stock of the Companyassets; or (iiic) proposes to become becomes a party to any consolidation or merger for which approval of any stockholders equity owners of the Company will or may be required, or to a conveyance or transfer of all or substantially all of the properties and assets of the Company substantially as an entirety, or of any capital reorganization or reclassification or change of the Common Stock or any type of capital stock equity of the Company; or (ivd) commences a voluntary or involuntary dissolution, liquidation or winding up; or (ve) fails to comply with the provisions of this Agreement; or (vi) proposes to take takes any other action which that would require an adjustment pursuant to Section 9; or (vii) proposes any refinancing Article IV of the Credit AgreementWarrants, the Subordinated Loan Agreement or any Refinancing Agreement; or (viii) sends any notice or information to the holders of Common Stock of the Company or the Company becomes aware of any potential Change of Control; then the Company shall provide a written notice to each Holder stating (i) the date as of which the holders of record of capital stock are Common Stock or other equity interests of the Company to be entitled to receive any such rights rights, equity or warrants distribution are to subscribe for or purchase capital stock of the Companybe determined, (ii) the record date of such dividend or other distribution of evidence of its indebtednessif applicable, cash or other property or assets, (iii) the material terms of any such consolidation or merger and the expected effective date thereof, and or (iii) if applicable, the material terms of any such conveyance or transfer, and the date on which any such conveyance, transfer, dissolution, liquidation or winding up up, the date it is expected to become effective or consummatedeffective, and the date as of which it is expected that holders of record of capital stock will be entitled to exchange their shares of Common Stock or other equity interests of the Company for securities or other property, if any, deliverable upon such reclassification, conveyance, transfer, dissolution, liquidation or winding up, (iv) the nature of the lack of compliance, any corrective action taken and any rights or remedies which such lack of compliance has bestowed on the Holders, (v) a notice as is required by Section 9(f), (vi) a copy of such notice sent to the holders of Common Stock of the Company with respect to any such potential Change of Control and (vii) the material terms of any refinancing of either the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement (including delivery of the definitive credit documents to be executed in connection therewith together with any other information reasonably requested by any Holder of Warrants and/or Warrant Shares) and the expected effective date thereof. Such notice shall be given not later than ten twenty (1020) Business Days prior to the effective date (or the applicable record date, if earlier) of such event. The failure to give the notice required by this Section 11.01 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

NOTICES OF CERTAIN ACTIONS. In the event that the Company: (i) shall have authorized the issuance of rights or warrants to subscribe for or purchase capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i14(a)(i) or the date hereof, whichever is later, or of any other subscription rights or warrants to purchase capital stock to holders of any type of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i14(a)(i) or the date hereof, whichever is later; or (ii) shall authorize a dividend or other distribution of evidences of its indebtedness, cash or other property or assets to holders of any type of capital stock of the Company; or (iii) proposes to become a party to any consolidation or merger for which approval of any stockholders of the Company will be required, or to a conveyance or transfer of all or substantially all of the properties and assets of the Company substantially as an entirety, or of any capital reorganization or reclassification or change of any type of capital stock of the Company; or (iv) commences a voluntary or involuntary dissolution, liquidation or winding up; or (v) commences a Qualified Public Offering; or (vi) fails to comply with the provisions of this Agreement; or (vivii) proposes to take any other action which would require an adjustment pursuant to Section 9; or (viiviii) proposes any refinancing of the Credit Agreement, the Subordinated Loan Agreement or ; (ix) proposes to enter into any Refinancing Agreementtransaction that would be considered a Look Back Event; or (viiix) sends any notice or information to the holders of Common Stock of the Company or the Company becomes aware of any potential Change of Control; then the Company shall provide a written notice to each Holder stating (i) the date as of which the holders of record of capital stock are to be entitled to receive any such rights rights, warrants or warrants distribution are to subscribe for or purchase capital stock of the Companybe determined, (ii) the record date of such dividend or other distribution of evidence of its indebtedness, cash or other property or assets, (iii) the material terms of any such consolidation or merger and the expected effective date thereof, and (iii) the material terms of any such conveyance or transfer, and the date on which any such conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of capital stock will be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, conveyance, transfer, dissolution, liquidation or winding up, (iv) the material terms of any such Qualified Public Offering (including a copy of any prospectus, registration statement or offering statement), the expected effective date thereof and the expected price range of the shares to be sold in such Qualified Public Offering, (v) the nature of the lack of compliance, any corrective action taken and any rights or remedies which such lack of compliance has bestowed on the Holders, (vvi) a notice as is required by Section 9(f9(g), (vivii) a copy of such notice sent to the holders of Common Stock of the Company with respect to any such potential Change of Control and (viiviii) the material terms of any refinancing of either the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement (including delivery of the definitive credit documents to be executed in connection therewith together with any other information reasonably requested by any Holder of Warrants and/or Warrant Shares) and (ix) the material terms of such Look back Event, and the expected effective date thereof. Such notice shall be given not later than ten (10) Business Days prior to the effective date (or the applicable record date, if earlier) of such event. The failure to give the notice required by this subsection 14(a) or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyace, transfer, dissolution, liquidation or winding up, or the vote upon any action.

NOTICES OF CERTAIN ACTIONS. In the event that the Company: (i) shall have authorized the issuance of rights or warrants to subscribe for or purchase capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i11(a)(i) or the date hereof, whichever is later, or of any other subscription rights or warrants to purchase capital stock to holders of any type of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i11(a)(i) or the date hereof, whichever is later; or (ii) shall authorize a dividend or other distribution of evidences of its indebtedness, cash or other property or assets to holders of any type of capital stock of the Company; or (iii) proposes to become a party to any consolidation or merger for which approval of any stockholders Stockholders of the Company will be required, or to a conveyance or transfer of all or substantially all of the properties and assets of the Company or of any capital reorganization or reclassification or change of any type of capital stock of the Company; or (iv) commences a voluntary or involuntary dissolution, liquidation or winding up; or (v) commences a Public Offering; or (vi) fails to comply with the provisions of this Agreement; or (vivii) proposes to take any other action which would require an adjustment pursuant to Section 9; or (viiviii) proposes any refinancing of the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement; or (viiiix) sends any notice or information to the holders of Common Stock of the Company or the Company becomes aware of any potential Change of Control; then the Company shall provide a written notice to each Holder stating (i) the date as of which the holders of record of capital stock are to be entitled to receive any such dividends, distributions, rights or warrants to subscribe for or purchase capital stock of the Company, (ii) the record date of such dividend or other distribution of evidence of its indebtedness, cash or other property or assets, (iii) the material terms of any such consolidation or merger and the expected effective date thereof, and the material terms of any such conveyance or transfer, and the date on which any such conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of capital stock will be entitled to exchange their shares capital stock for securities or other property, if any, deliverable upon such reclassification, conveyance, transfer, dissolution, liquidation or winding up, (iv) the material terms of any such Public Offering (including a copy of any prospectus, registration statement or offering statement) and the expected effective date thereof, (v) the nature of the lack of compliance, any corrective action taken and any rights or remedies which such lack of compliance has bestowed on the Holders, (vvi) a notice as is required by Section 9(f), (vivii) a copy of such notice sent to any of the holders of Common Stock of the Company with respect to any such potential Change of Control Control, and (viiviii) the material terms of any refinancing of either any of the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement (including delivery of the definitive credit documents to be executed in connection therewith together with any other information reasonably requested by any Holder of Warrants and/or Warrant Shares) and the expected effective date thereof. Such notice shall be given not later than ten (10) Business Days prior to the effective date (or the applicable record date, if earlier) of such event.

NOTICES OF CERTAIN ACTIONS. In the event that the Company: (i) shall have authorized authorize the issuance to holders of Common Stock of rights or warrants to subscribe for or purchase capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is later, or of any other subscription rights or warrants to purchase capital stock to holders of any type of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is laterwarrants; or (ii) shall authorize a dividend or other distribution to holders of Common Stock of evidences of its indebtedness, cash or other property or assets to holders of any type of capital stock of the Companyassets; or (iii) proposes to become a party to any consolidation or merger for which approval of any stockholders of the Company will be required, or to a conveyance or transfer of all or substantially all of the properties and assets of the Company substantially as an entirety, or of any capital reorganization or reclassification or change of any type of capital stock of the CompanyCommon Stock; or (iv) commences a voluntary or involuntary dissolution, liquidation or winding up; or (v) fails to comply with the provisions of this Agreement; or (vi) proposes to take any other action which would require an adjustment pursuant to Section 9; or (vii) proposes any refinancing of the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement; or (viii) sends any notice or information to the holders of Common Stock of the Company or the Company becomes aware of any potential Change of Control; then the Company shall provide a written notice to each Holder stating (i) the date as of which the holders of record of capital stock are to be entitled to receive any such rights or warrants to subscribe for or purchase capital stock of the Company, (ii) the record date of such dividend or other distribution of evidence of its indebtedness, cash or other property or assets, (iii) the material terms of any such consolidation or merger and the expected effective date thereof, and the material terms of any such conveyance or transfer, and the date on which any such conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of capital stock Common Stock will be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, conveyance, transfer, dissolution, liquidation or winding up, (iv) the nature of the lack of compliance, any corrective action taken and any rights or remedies which such lack of compliance has bestowed on the Holders, Holders or (v) a notice as is required by Section 9(f), (vi) a copy of such notice sent to the holders of Common Stock of the Company with respect to any such potential Change of Control and (vii) the material terms of any refinancing of either the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement (including delivery of the definitive credit documents to be executed in connection therewith together with any other information reasonably requested by any Holder of Warrants and/or Warrant Shares) and the expected effective date thereof9. Such notice shall be given not later than ten (10) 10 Business Days prior to the effective date (or the applicable record date, if earlier) of such event. The failure to give the notice required by this subsection 11(a) or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action. Notwithstanding anything to the contrary contained above in this subsection 11(a), no notice to a Holder shall be required to be given under this subsection 11(a) after the date upon which all of the Warrants have been exercised by such Holder.

NOTICES OF CERTAIN ACTIONS. (i) In the event that that, prior to the -------------------------- consummation of an initial Public Offering, the Company: (iA) shall have authorized the issuance of rights or warrants to subscribe for or purchase more than 400,000 shares of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i13(a) or the date hereof, whichever is later, or of any other subscription rights or warrants to purchase more than 400,000 shares of capital stock to holders of any type of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i13(a)(l) or the date hereof, whichever is later; or (iiB) shall authorize a dividend or other distribution of evidences of its indebtedness, cash or other property or assets to holders of any type of capital stock of the Company; or (iiiC) proposes to become a party to any consolidation or merger for which approval of any stockholders of the Company will be required, or to a conveyance or transfer of all or substantially all of the properties and assets of the Company substantially as an entirety, or of any capital reorganization or reclassification or change of any type of capital stock of the Company; or (ivD) commences a voluntary or involuntary dissolution, liquidation or winding up; or (vE) commences a Public Offering; or (F) fails to comply with the provisions of this Agreement; or (viG) proposes to take any other action which would require an adjustment pursuant to Section 9; or (vii) proposes any refinancing of the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement; or (viii) sends any notice or information to the holders of Common Stock of the Company or the Company becomes aware of any potential Change of Control; then the Company shall provide a written notice to each Holder stating (i) the date as of which the holders of record of capital stock are to be entitled to receive any such rights rights, warrants or warrants distribution are to subscribe for or purchase capital stock of the Companybe determined, (ii) the record date of such dividend or other distribution of evidence of its indebtedness, cash or other property or assets, (iii) the material terms of any such consolidation or merger and the expected effective date thereof, and (iii) the material terms of any such conveyance or transfer, and the date on which any such conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of capital stock will be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, conveyance, transfer, dissolution, liquidation or winding up, (iv) the material terms of any such Public Offering (including a copy of any prospectus, registration statement or offering statement) and the expected effective date thereof, (v) the nature of the lack of compliance, any corrective action taken and any rights or remedies which such lack of compliance has bestowed on the Holders, Holders or (vvi) a notice as is the information required by Section 9(f9(c), (vi) a copy of such notice sent to the holders of Common Stock of the Company with respect to any such potential Change of Control and (vii) the material terms of any refinancing of either the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement (including delivery of the definitive credit documents to be executed in connection therewith together with any other information reasonably requested by any Holder of Warrants and/or Warrant Shares) and the expected effective date thereof. Such notice shall be given not later than ten (10) 3 Business Days prior to the effective date (or the applicable record date, if earlier) of such event. (ii) From and after the consummation of an initial Public Offering, the Company shall provide to each Holder (A) all notices or other documents that are provided generally to the holders of Common Stock and (B) if the Company proposes to take any action which would require an adjustment pursuant to Section 9, the information required by Section 9(c). (iii) The failure to give the notice required by this subsection 13(a) or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

NOTICES OF CERTAIN ACTIONS. In the event that the Company: (i) shall have authorized authorize the issuance to holders of Common Stock of rights or warrants to subscribe for or purchase capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is later, or of any other subscription rights or warrants to purchase capital stock to holders of any type of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is laterwarrants; or (ii) shall authorize a dividend or other distribution to holders of Common Stock of evidences of its indebtedness, cash or other property or assets to holders of any type of capital stock of the Companyassets; or (iii) proposes to become a party to any consolidation or merger for which approval of any stockholders of the Company will be required, or to a conveyance or transfer of all or substantially all of the properties and assets of the Company substantially as an entirety, or of any capital reorganization or reclassification or change of any type of capital stock of the CompanyCommon Stock; or (iv) commences a voluntary or involuntary dissolution, liquidation or winding up; or (v) fails commences discussions with respect to comply with the provisions of a Qualified Public Offering or other Liquidity Creation Event; or (vi) breaches, or suffers a default under, this Agreement; or (vivii) proposes to take any other action which would require an adjustment pursuant to Section 9; or (vii) proposes any refinancing of the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement; or (viii) sends any notice or information becomes subject to the holders of Common Stock of the Company or the Company becomes aware of any potential a Change of in Control; then the Company shall provide as soon as possible a written notice to each Holder stating (iA) the date as of which the holders of record of capital stock are Common Stock to be entitled to receive any such rights rights, warrants or warrants distribution are to subscribe for or purchase capital stock of the Companybe determined, (ii) the record date of such dividend or other distribution of evidence of its indebtedness, cash or other property or assets, (iiiB) the material terms of any such consolidation or merger and the expected effective date thereofconsolidation, and the material terms of any such conveyance or transfermerger, and the date on which any such Liquidity Creation Event, Change in Control, conveyance, transfer, dissolution, liquidation or winding up (including copies of all documents executed in connection therewith), the date any such event is expected to occur or become effective or consummatedeffective, and and, if applicable, the date as of which it is expected that holders of record of capital stock Common Stock will be entitled to exchange their shares for securities or other property, if any, deliverable upon the occurrence of any such reclassification, conveyance, transfer, dissolution, liquidation event or winding up, (ivC) the nature and period of the lack existence of compliance, any corrective action taken and any rights or remedies which such lack of compliance has bestowed on the Holders, (v) a notice as is required by Section 9(f), (vi) a copy of such notice sent to the holders of Common Stock of the Company with respect to any such potential Change of Control and (vii) the material terms of any refinancing of either the Credit Agreement, the Subordinated Loan Agreement breach or any Refinancing Agreement (including delivery of the definitive credit documents to be executed in connection therewith together with any other information reasonably requested by any Holder of Warrants and/or Warrant Shares) and the expected effective date thereof. Such notice shall be given not later than ten (10) Business Days prior to the effective date (or the applicable record date, if earlier) of such eventdefault.

NOTICES OF CERTAIN ACTIONS. In the event that the Company: (i) shall have authorized the issuance of rights or warrants to subscribe for or purchase capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i14(a)(i) or the date hereof, whichever is later, or of any other subscription rights or warrants to purchase capital stock to holders of any type of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i14(a)(i) or the date hereof, whichever is later; or (ii) shall authorize a dividend or other distribution of evidences of its indebtedness, cash or other property or assets to holders of any type of capital stock of the Company; or (iii) proposes to become a party to any consolidation or merger for which approval of any stockholders Stockholders of the Company will be required, or to a conveyance or transfer of all or substantially all of the properties and assets of the Company or of any capital reorganization or reclassification or change of any type of capital stock of the Company; or (iv) commences a voluntary or involuntary dissolution, liquidation or winding up; (v) commences a Public Offering; or (vvi) fails to comply with the provisions of this Agreement; or (vivii) proposes to take any other action which would require an adjustment pursuant to Section 9; or (viiviii) proposes any refinancing of the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement; or (viiiix) sends any notice or information to the holders of Common Stock of the Company or the Company becomes aware of any potential Change of ControlControl or any other event which is reasonably likely to give rise to the application of Section 12(d); then the Company shall provide a written notice to each Holder stating (i) the date as of which the holders of record of capital stock are to be entitled to receive any such dividends, distributions, rights or warrants to subscribe for or purchase capital stock of the Company, (ii) the record date of such dividend or other distribution of evidence of its indebtedness, cash or other property or assets, (iii) the material terms of any such consolidation or merger and the expected effective date thereof, and the material terms of any such conveyance or transfer, and the date on which any such conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of capital stock will be entitled to exchange their shares capital stock for securities or other property, if any, deliverable upon such reclassification, conveyance, transfer, dissolution, liquidation or winding up, (iv) the material terms of any such public offering (including a copy of any prospectus, registration statement or offering statement) and the expected effective date thereof, (v) the nature of the lack of compliance, any corrective action taken and any rights or remedies which such lack of compliance has bestowed on the Holders, (vvi) a notice as is required by Section 9(f), (vivii) a copy of such notice sent to any of the holders of Common Stock of the Company with respect to any such potential Change of Control and (viiviii) the material terms of any refinancing of either any of the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement (including delivery of the definitive credit documents to be executed in connection therewith together with any other information reasonably requested by any Holder of Warrants and/or Warrant Shares) and the expected effective date thereof. Such notice shall be given not later than ten (10) Business Days prior to the effective date (or the applicable record date, if earlier) of such event.

NOTICES OF CERTAIN ACTIONS. In the event that the Company: (i) shall have authorized the issuance of rights or warrants to subscribe for or purchase capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is later, or of any other subscription rights or warrants to purchase capital stock to holders of any type of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is later; or (ii) shall authorize a dividend or other distribution of evidences of its indebtedness, cash or other property or assets to holders of any type of capital stock of the Company; or (iii) proposes to become a party to any consolidation or merger for which approval of any stockholders of the Company will be required, or to a conveyance or transfer of all or substantially all of the properties and assets of the Company substantially as an entirety, or of any capital reorganization or reclassification or change of any type of capital stock of the Company; or (iv) commences a voluntary or involuntary dissolution, liquidation or winding up; or (v) commences a Qualified Public Offering; or (vi) fails to comply with the provisions of this Agreement; or (vivii) proposes to take any other action which would require an adjustment pursuant to Section 9; or (viiviii) proposes any refinancing of the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement; or (viiiix) sends any notice or information to the holders of Common Stock of the Company or the Company becomes aware of any potential Change of Control; then the Company shall provide a written notice to each Holder stating (i) the date as of which the holders of record of capital stock are to be entitled to receive any such rights rights, warrants or warrants distribution are to subscribe for or purchase capital stock of the Companybe determined, (ii) the record date of such dividend or other distribution of evidence of its indebtedness, cash or other property or assets, (iii) the material terms of any such consolidation or merger and the expected effective date thereof, and (iii) the material terms of any such conveyance or transfer, and the date on which any such conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of capital stock will be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, conveyance, transfer, dissolution, liquidation or winding up, (iv) the material terms of any such Qualified Public Offering (including a copy of any prospectus, registration statement or offering statement), the expected effective date thereof and the expected price range of the shares to be sold in such Qualified Public Offering, (v) the nature of the lack of compliance, any corrective action taken and any rights or remedies which such lack of compliance has bestowed on the Holders, (vvi) a notice as is required by Section 9(f9(g), (vivii) a copy of such notice sent to the holders of Common Stock of the Company with respect to any such potential Change of Control and (viiviii) the material terms of any refinancing of either the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement (including delivery of the definitive credit documents to be executed in connection therewith together with any other information reasonably requested by any Holder of Warrants and/or Warrant Shares) and the expected effective date thereof). Such notice shall be given not later than ten (10) Business Days prior to the effective date (or the applicable record date, if earlier) of such event. The failure to give the notice required by this subsection 12(a) or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

NOTICES OF CERTAIN ACTIONS. In the event that the Company: (i) shall have authorized the issuance of rights or warrants to subscribe for or purchase capital stock of the Company or any Equity Securities or proposes to issue any capital stock of the Company or any Equity Securities or proposes to commit itself to issue capital stock of the Company or any Equity Securities, since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is later, or of any other subscription rights or warrants to purchase capital stock to holders of any type of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i14(a)(i) or the date hereof, whichever is later; or (ii) shall authorize a dividend or other distribution of evidences of its indebtedness, capital stock or Equity Securities, cash or other property or assets to holders of any type of capital stock or Equity Securities of the Company; or (iii) proposes to become a party to any consolidation or merger for which approval of any stockholders of the Company will be required, or to a conveyance or transfer of all or substantially all of the properties and assets of the Company substantially as an entirety, or of any capital reorganization or reclassification or change of any type of capital stock of the Company; or (iv) commences a voluntary or involuntary dissolution, liquidation or winding up; or (v) proposes to register securities with the Commission; or (vi) fails to comply with the provisions of this Agreement; or (vivii) proposes to take any other action which would require an adjustment pursuant to Section 9; or (vii) proposes any refinancing of the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement; or (viii) sends any notice or information to the holders of Common Stock of the Company or the Company becomes aware of any potential Change of Control; then the Company shall provide a written notice to each Holder stating (i) the terms and conditions of any such issuance (including price, the terms of the offered securities and the proposed timing thereof), (ii) the date as of which the holders of record of capital stock are to be entitled to receive any such rights rights, warrants or warrants distribution are to subscribe for or purchase capital stock of the Company, (ii) the record date of such dividend or other distribution of evidence of its indebtedness, cash or other property or assetsbe determined, (iii) the material terms of any such consolidation or merger and the expected effective date thereof, and (iv) the material terms of any such conveyance or transfer, and the date on which any such conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of capital stock will be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, conveyance, transfer, dissolution, liquidation or winding up, (ivv) the material terms of any such public offering (including a copy of any prospectus, registration statement or offering statement) and the expected effective date thereof, (vi) the nature of the lack of compliance, any corrective action taken and any rights or remedies which such lack of compliance has bestowed on the Holders, Holders or (vvii) a notice as is required by Section 9(f9(g), (vi) a copy of such notice sent to the holders of Common Stock of the Company with respect to any such potential Change of Control and (vii) the material terms of any refinancing of either the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement (including delivery of the definitive credit documents to be executed in connection therewith together with any other information reasonably requested by any Holder of Warrants and/or Warrant Shares) and the expected effective date thereof. Such notice shall be given not later than ten (10) 10 Business Days prior to the effective date (or the applicable record date, if earlier) of such eventevent (and the Company shall promptly provide amendments, and/or supplements to any such notice to the extent necessary to keep all of the information contained in any such notice (and each amendment or supplement thereto) true and correct in all respects).

NOTICES OF CERTAIN ACTIONS. In case the event that the Company: Company proposes to (i) shall have authorized the issuance of rights or warrants to subscribe for or purchase capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is later, or of pay any other subscription rights or warrants to purchase capital stock to holders of any type of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is later; or (ii) shall authorize a dividend or other make any distribution of payable in Equity Securities, evidences of its indebtedness, cash or other property or assets to the holders of any type of capital stock of the Company; or Equity Securities, (iiiii) proposes to become a party to any consolidation or merger for which approval of any stockholders of the Company will be required, or to a conveyance or transfer of all or substantially all of the properties and assets of the Company or of any capital reorganization or reclassification or change of any type of capital stock of the Company; or (iv) commences a voluntary or involuntary dissolution, liquidation or winding up; or (v) fails to comply with the provisions of this Agreement; or (vi) proposes to take any other action which would require an adjustment pursuant to Section 9; or (vii) proposes any refinancing of the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement; or (viii) sends any notice or information offer to the holders of Common Stock of the Company or the Company becomes aware of any potential Change of Control; then the Company shall provide a written notice to each Holder stating (i) the date as of which the holders of record of capital stock are to be entitled to receive any such Equity Securities rights or warrants to subscribe for or purchase any Equity Securities or any other rights or options, (iii) effect any reclassification of the Equity Securities (other than a reclassification involving merely the subdivision or combination of outstanding Equity Securities), or any capital stock reorganization or any consolidation or merger (other than a merger in which no distribution of securities or other property is to be made to then current holders of Equity Securities), or any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, or the liquidation, dissolution or winding up of the Company, (iiiv) the record date of such dividend or other distribution of evidence of its indebtedness, cash or other property or assetseffect a transaction constituting a Liquidity Event, (iiiv) the material terms of any such consolidation commence a voluntary (or merger and the expected effective date thereof, and the material terms of any such conveyance or transfer, and the date on which any such conveyance, transfer, becomes subject to an involuntary) dissolution, liquidation or winding up is expected or (vi) issue any Equity Securities, options or Convertible Securities, then, in each such case, the Company shall mail (by first class mail, postage prepaid) to become effective the Holder, notice of such proposed action, which shall specify the material terms thereof and the date on which the books of the Company shall close, or consummateda record shall be taken, for determining holders of Equity Securities entitled to receive such dividends, distributions or issuances of such rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition or transaction constituting a Liquidity Event or such liquidation, dissolution, winding up shall take place or commence, as the case may be, and the date as of which it is expected that holders of Equity Securities of record of capital stock will shall be entitled to exchange their shares for receive securities or other property, if any, property deliverable upon such reclassificationaction, conveyance, transfer, dissolution, liquidation or winding up, (iv) the nature of the lack of compliance, any corrective action taken and any rights or remedies which such lack of compliance has bestowed on the Holders, (v) a notice as is required by Section 9(f), (vi) a copy of such notice sent to the holders of Common Stock of the Company with respect to if any such potential Change of Control and (vii) the material terms of any refinancing of either the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement (including delivery of the definitive credit documents date is to be executed in connection therewith together with any other information reasonably requested by any Holder of Warrants and/or Warrant Shares) and the expected effective date thereoffixed. Such notice shall be given not later than mailed in the case of any action covered by clause (i) or (ii) above at least ten (10) Business Days days prior to the effective record date for determining holders of Equity Securities for purposes of receiving such payment or offer, and in the case of any action covered by clause (iii) through (vi) above at least ten (10) days prior to the date upon which such action takes place and ten (10) days prior to any record date to determine holders of Equity Securities entitled to receive such securities or the applicable record date, if earlier) of such eventother property.

NOTICES OF CERTAIN ACTIONS. (a) In the event that the CompanyCorporation: (i) shall have authorized the authorize issuance to all holders of Common Stock of rights or warrants to subscribe for or purchase capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is later, Corporation or of any other subscription rights or warrants to purchase capital stock to holders of any type of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is laterwarrants; or (ii) shall authorize a dividend or other distribution to all holders of Common Stock of evidences of its indebtedness, cash or other property or assets to holders of any type of capital stock of the Companyassets; or (iii) proposes to become a party to any consolidation or merger for which approval of any stockholders of the Company Corporation will be requiredrequired by Applicable Law, or to a conveyance or transfer of all or substantially all of the properties and assets of the Company Corporation substantially as an entirety, or of any capital reorganization or reclassification or change of any type the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of capital stock of the Company; ora subdivision or combination); (iv) commences a voluntary or involuntary dissolution, liquidation or winding up; (v) files a registration statement for a Qualified Public Offering; (vi) commences a Specified Transaction; or (v) fails to comply with the provisions of this Agreement; or (vivii) proposes to take any other action which would require an adjustment pursuant to Section 9; or (vii) proposes any refinancing of the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement; or (viii) sends any notice or information to the holders of Common Stock of the Company or the Company becomes aware of any potential Change of Control4.5; then the Company Corporation shall provide a written notice to each Holder stating (i) the date as of which the holders of record of capital stock are Common Stock to be entitled to receive any such rights rights, warrants or warrants distribution are to subscribe for or purchase capital stock of the Companybe determined, (ii) the record date of such dividend or other distribution of evidence of its indebtedness, cash or other property or assets, (iii) the material terms of any such consolidation or merger and the expected effective date thereof, and or (iii) the material terms of any such conveyance or transfer, and the date on which any such conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummatedup, and the date as of which it is expected that holders of record of capital stock Common Stock will be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, conveyance, transfer, dissolution, liquidation or winding up, (iv) the nature of the lack of compliance, any corrective action taken and any rights or remedies which such lack of compliance has bestowed on the Holders, (v) a notice as is required by Section 9(f), (vi) a copy of such notice sent to the holders of Common Stock of the Company with respect to any such potential Change of Control and (vii) the material terms of any refinancing of either the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement (including delivery of the definitive credit documents to be executed in connection therewith together with any other information reasonably requested by any Holder of Warrants and/or Warrant Shares) and the expected effective date thereof. Such notice shall be given not later than ten twenty (1020) Business Days (or such shorter period if twenty (20) Business Days’ notice is impractical) prior to the effective date (or the applicable record date, if earlier) of such event. The failure to give the notice required by this Section 7.1 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.